0001209191-23-044553.txt : 20230803
0001209191-23-044553.hdr.sgml : 20230803
20230803202626
ACCESSION NUMBER: 0001209191-23-044553
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230801
FILED AS OF DATE: 20230803
DATE AS OF CHANGE: 20230803
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fink Joshua A
CENTRAL INDEX KEY: 0001414107
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40001
FILM NUMBER: 231141856
MAIL ADDRESS:
STREET 1: 540 MADISON AVENUE
STREET 2: 18TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ISHRAK OMAR
CENTRAL INDEX KEY: 0001523102
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40001
FILM NUMBER: 231141858
MAIL ADDRESS:
STREET 1: 710 MEDTRONIC PKWY
STREET 2: MS LC300
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55432
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Nehme Jean
CENTRAL INDEX KEY: 0001843660
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40001
FILM NUMBER: 231141857
MAIL ADDRESS:
STREET 1: 1105 NORTH MARKET STREET, SUITE 1300
CITY: WILMINGTON
STATE: DE
ZIP: 19801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Compute Health Sponsor LLC
CENTRAL INDEX KEY: 0001828596
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40001
FILM NUMBER: 231141859
BUSINESS ADDRESS:
STREET 1: 1105 NORTH MARKET STREET, SUITE 1300
CITY: WILMINGTON
STATE: DE
ZIP: 19801
BUSINESS PHONE: (212) 829-3500
MAIL ADDRESS:
STREET 1: 1105 NORTH MARKET STREET, SUITE 1300
CITY: WILMINGTON
STATE: DE
ZIP: 19801
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Compute Health Acquisition Corp.
CENTRAL INDEX KEY: 0001828608
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1105 NORTH MARKET STREET
STREET 2: 4TH FLOOR
CITY: WILMINGTON
STATE: DE
ZIP: 19890
BUSINESS PHONE: (212) 829-3500
MAIL ADDRESS:
STREET 1: 1105 NORTH MARKET STREET
STREET 2: 4TH FLOOR
CITY: WILMINGTON
STATE: DE
ZIP: 19890
4/A
1
doc4a.xml
FORM 4/A SUBMISSION
X0508
4/A
2023-08-01
2023-08-03
1
0001828608
Compute Health Acquisition Corp.
CPUH
0001828596
Compute Health Sponsor LLC
1105 NORTH MARKET STREET, 4TH FLOOR
WILMINGTON
DE
19890
1
0
1
0
0001523102
ISHRAK OMAR
1105 NORTH MARKET STREET, 4TH FLOOR
WILMINGTON
DE
19890
1
0
1
0
0001843660
Nehme Jean
1105 NORTH MARKET STREET, 4TH FLOOR
WILMINGTON
DE
19890
1
0
1
0
0001414107
Fink Joshua A
1105 NORTH MARKET STREET, 4TH FLOOR
WILMINGTON
DE
19890
1
0
1
0
0
Class A Common Stock
2023-08-01
4
A
0
2088327
A
2088327
D
Class A Common Stock
2023-08-01
4
D
0
161379
D
1926948
D
Class A Common Stock
2023-08-01
4
D
0
1926948
D
0
D
Class B Common Stock
2023-08-01
4
D
0
21442500
D
Class A Common Stock
21442500
0
D
Reflects transactions in connection with that certain Business Combination Agreement (the "Business Combination Agreement"), dated as of February 9, 2023 and amended as of May 2, 2023, by and among the issuer, Allurion Technologies Opco, Inc. (f/k/a Allurion Technologies, Inc.) ("Allurion"), Allurion Technologies, Inc. (f/k/a Allurion Technologies Holdings, Inc.) ("Pubco") and the other parties thereto (the "Business Combination").
Reflects the conversion of the issuer's Class B common stock, par value $0.0001 ("Class B Common Stock"), and 12,833,333 warrants acquired from the issuer in connection with the issuer's initial public offering into 2,088,327 shares of the issuer's Class A common stock, par value $0.0001 ("Class A Common Stock"), pursuant to the terms of that certain Sponsor Support Agreement, dated as of February 9, 2023, entered into by and among the issuer, Compute Health Sponsor LLC (the "Sponsor"), Allurion, Pubco and the other parties thereto, which was entered into in connection with the Business Combination.
These securities are held in the name of the Sponsor, which is managed by its managing members, Omar Ishrak, Jean Nehme and Joshua Fink. Each of the Reporting Persons may be deemed a beneficial owner of securities held by the Sponsor but each (other than the Sponsor) disclaims beneficial ownership of any such securities except to the extent of its respective pecuniary interest therein.
Pursuant to the terms of that certain Contribution Agreement, dated as of May 2, 2023, by and between the issuer and the Sponsor, 161,379 shares of Class A Common Stock held by the Sponsor were contributed to the capital of the issuer.
Pursuant to the terms of the Business Combination Agreement, each of the 1,926,948 shares of Class A Common Stock held by the Sponsor were canceled and converted into the right to receive 1.420455 shares of Pubco common stock, $0.0001 par value.
As described in the issuer's registration statement on Form S-1 (File No. 333-252245) under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock were to automatically convert into shares of Class A Common Stock at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and had no expiration date.
On August 3, 2023, the Reporting Persons filed a Form 4 (the "Original Form 4") to report certain acquisitions and dispositions of issuer securities held by the Sponsor in connection with the Business Combination but erroneously filed it using Compute Health Sponsor II LLC's name and EDGAR codes (and not Sponsor's). This amendment is being filed solely to correctly reflect Sponsor as a reporting person and include Sponsor's EDGAR codes. No other changes were made to the filing previously made.
Omar Ishrak, Jean Nehme and Joshua Fink served on the board of directors of Compute Health Acquisition Corp. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Compute Health Sponsor LLC may be deemed to have been a director by deputization with respect to the issuer on the basis of Drs. Ishrak and Nehme's and Mr. Fink's service on the issuer's board of directors.
COMPUTE HEALTH SPONSOR LLC, By: /s/ Joshua Fink, Co-Chief Executive Officer
2023-08-03
OMAR ISHRAK, By: /s/ Joshua Fink, as attorney-in-fact
2023-08-03
JEAN NEHME, By: /s/ Joshua Fink, as attorney-in-fact
2023-08-03
JOSHUA FINK, By: /s/ Joshua Fink
2023-08-03